Examples of Vistana Business in a sentence
Starwood hereby represents and warrants as of the date hereof that Provider has not changed the level of services provided by Provider in respect of the Vistana Business since October 27, 2015 in a manner that reduced the level or quality of Services provided to Recipient under this Agreement.
If at any time after the Effective Date, any change in Applicable Law or other material unanticipated change in the operating environment of the Vistana Business materially increases (directly or indirectly) Provider’s cost of providing the Services, Provider shall notify Recipient of such increased cost and the Parties shall promptly negotiate in good faith to adjust the Base Service Fees for each Service to accurately and fairly account for such increased cost to Provider.
Provider shall keep books and records relating to the provision of the Services in a manner consistent with how such books and records were kept by Provider with respect to the Vistana Business as of the Effective Date, subject to Provider’s records retention policies (as such policies may be amended or otherwise modified from time to time).
Recipient shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than its Affiliates in connection with Recipient’s operation of the Vistana Business.
Provider shall be required to provide Services only to Recipient in connection with Recipient’s operation of the Vistana Business substantially as conducted as of the Effective Date.
To the extent reasonably necessary for Recipient to conduct the Vistana Business as conducted as of the Effective Date, Provider shall make such books and records in electronic or paper form available to Recipient, at the cost of Recipient (i) upon reasonable written notice (but no more often than once each calendar quarter), during normal business hours, (ii) subject to reasonably imposed security procedures and limitations and (iii) subject to compliance with Section 8.3 (Effect of Termination).
Since December 31, 2014, (a) there has not been any Vistana Material Adverse Effect, and (b) except as set forth on Section 5.22 of the Vistana Disclosure Schedule and as contemplated by this Agreement and the other Transaction Documents, the Vistana Entities have, in all material respects, conducted the Vistana Business and owned, leased and operated their assets in the ordinary course of business.
All Vistana Registered Intellectual Property in jurisdictions where the Vistana Entities conduct the Vistana Business is subsisting and, to the knowledge of Vistana, valid and enforceable.
Nothing contained in this Agreement shall give ILG, directly or indirectly, the right to control or direct the operations of the Vistana Business prior to the Effective Time.
The parties hereby agree that the provisions of the Confidentiality Agreements shall apply to all information and material furnished by any party or its Representatives thereunder and hereunder and that nothing in this Section 7.07 shall require Starwood to provide access to any of its businesses or any information other than with respect to the Vistana Business.